SaaS Subscription Agreement

1. Definitions and Interpretation

"Agreement" means this SaaS Subscription Agreement between Ryan Norris, trading as StaffHub ("StaffHub", "we", "us"), and the subscribing entity or individual ("Customer", "you").

"Platform" means the StaffHub workforce management software-as-a-service application accessible at https://www.staffhub.co.za, including the staff progressive web application (PWA), the company administration dashboard, and the client portal.

"Authorised Users" means the Customer's employees, contractors, managers, and clients who are granted access to the Platform under the Customer's subscription.

"Customer Data" means all data uploaded, entered, or generated by the Customer and its Authorised Users on the Platform, including but not limited to employee records, attendance data, timesheets, leave records, fleet records, inventory records, occurrence book entries, and payroll information.

"Subscription Term" means the period during which the Customer has an active, paid subscription to the Platform, commencing at the end of the free trial period (if applicable) or on the date of first payment.

"Trial Period" means the complimentary period granted to new Customers during which full access to the Platform is provided at no charge.

2. Grant of Access

2.1 Subject to the terms of this Agreement and payment of the applicable fees, StaffHub grants the Customer a non-exclusive, non-transferable, revocable right to access and use the Platform during the Subscription Term for the Customer's internal workforce management purposes.

2.2 The Platform is designed for any business that employs and manages teams of staff, and provides functionality including but not limited to: staff registration and onboarding; shift scheduling; GPS-verified time and attendance tracking (book-on/book-off); timesheet management and payroll export; leave and advance management; fleet management and vehicle tracking; incident and occurrence monitoring and reporting; uniform, equipment, inventory, and stock management; site-based client portal access; and activity audit logging.

2.3 Access is provided on a per-company (tenant) basis. Each Customer operates within an isolated tenant environment.

3. Free Trial

3.1 New Customers may be granted a Trial Period during which full access to the Platform is provided at no charge. The duration of the Trial Period is communicated during onboarding.

3.2 During the Trial Period, the Customer's payment method is securely tokenised via PayFast. A once-off card verification fee of R5.00 is charged when the card is registered. This fee is non-refundable and is not credited against any invoice. No subscription fees are billed during the Trial Period.

3.3 Upon expiry of the Trial Period, the Customer's subscription automatically transitions to a paid subscription and the first invoice is generated. The Customer will be notified before any charge is initiated.

3.4 If the Customer does not wish to continue after the Trial Period, they must cancel before the trial expires to avoid being charged.

4. Subscription Fees and Payment

4.1 The Customer shall pay the subscription fees as quoted during onboarding or as set out in the applicable pricing schedule. All fees are quoted in South African Rand (ZAR). StaffHub is not registered for VAT and does not charge VAT.

4.2 Subscriptions are billed on a calendar-month basis based on the peak number of active staff members during the billing period. The first invoice (the opening invoice) covers the period from the end of the Trial Period to the end of that calendar month. Subsequent invoices cover full calendar months.

4.3 Payments are processed via PayFast, a third-party payment gateway. Charges are initiated automatically against the Customer's stored payment token. StaffHub does not store card numbers or sensitive payment credentials.

4.4 StaffHub reserves the right to adjust subscription fees upon 30 (thirty) calendar days' written notice to the Customer. Continued use of the Platform after the effective date of a fee adjustment constitutes acceptance of the revised fees.

4.5 Failure to pay any amount when due may result in suspension or termination of the Customer's access to the Platform in accordance with clause 9.

5. Customer Obligations

5.1 The Customer shall ensure that all information provided during registration and ongoing use of the Platform is accurate, current, and complete.

5.2 The Customer is responsible for maintaining the confidentiality of all login credentials associated with its account and the accounts of its Authorised Users.

5.3 The Customer shall not (a) sublicense, resell, or distribute access to the Platform; (b) attempt to reverse-engineer, decompile, or derive the source code of the Platform; (c) use the Platform for any unlawful purpose or in violation of any applicable law; (d) upload malicious code, attempt to gain unauthorised access, or interfere with the Platform's operation.

5.4 The Customer shall comply with the Protection of Personal Information Act 4 of 2013 (POPIA) with respect to all personal information processed through the Platform.

6. Data Ownership and Processing

6.1 The Customer retains ownership of all Customer Data. StaffHub shall not use Customer Data for any purpose other than providing and improving the Platform.

6.2 StaffHub acts as an "operator" (as defined in POPIA) when processing personal information on behalf of the Customer. The Customer acts as the "responsible party".

6.3 StaffHub shall implement reasonable technical and organisational measures to protect Customer Data against unauthorised access, loss, or destruction, including but not limited to encryption in transit (TLS), role-based access controls, and audit logging.

6.4 Upon termination of this Agreement, the Customer may request an export of its Customer Data within 30 (thirty) days. After this period, StaffHub reserves the right to delete the Customer's data in accordance with its data retention policy.

7. Intellectual Property

7.1 All intellectual property rights in and to the Platform, including its software, design, documentation, and branding, are and remain the property of Ryan Norris, trading as StaffHub.

7.2 Nothing in this Agreement transfers any intellectual property rights to the Customer beyond the limited right of access granted in clause 2.

8. Service Availability and Support

8.1 StaffHub shall use commercially reasonable efforts to maintain Platform availability. The Platform is hosted on cloud infrastructure and relies on third-party services including Google Firebase. StaffHub does not guarantee uninterrupted availability.

8.2 Scheduled maintenance will be communicated to the Customer in advance where reasonably practicable.

8.3 Support is provided via email at support@staffhub.co.za and via in-app communication.

9. Limitation of Liability

9.1 To the maximum extent permitted by South African law, StaffHub's total aggregate liability under or in connection with this Agreement shall not exceed the total subscription fees paid by the Customer in the 12 (twelve) months preceding the event giving rise to the claim.

9.2 StaffHub shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, or business interruption, however caused.

9.3 StaffHub shall not be liable for any loss or damage arising from (a) the Customer's failure to maintain the security of its credentials; (b) inaccurate data entered by the Customer or its Authorised Users; (c) any third-party service failure, including payment processor or cloud infrastructure outages.

10. Term and Termination

10.1 This Agreement commences on the date the Customer's registration is approved and continues on a month-to-month basis unless terminated in accordance with this clause.

10.2 Either party may terminate this Agreement by providing 30 (thirty) calendar days' written notice to the other party.

10.3 StaffHub may suspend or terminate the Customer's access immediately if the Customer (a) is in material breach of this Agreement, including non-payment of fees; (b) uses the Platform in a manner that threatens the security or integrity of the Platform or other customers' data; (c) engages in unlawful activity through the Platform.

10.4 Upon termination, the Customer's access to the Platform will be revoked. Clause 6.4 applies to the Customer's data post-termination.

11. General

11.1 This Agreement is governed by the laws of the Republic of South Africa. Any dispute arising from this Agreement shall be subject to the jurisdiction of the courts of the Western Cape.

11.2 StaffHub may amend this Agreement from time to time. Material changes will be communicated to the Customer at least 14 (fourteen) days before they take effect. Continued use of the Platform after such changes take effect constitutes acceptance.

11.3 This Agreement constitutes the entire agreement between the parties in respect of its subject matter and supersedes all prior agreements, representations, and understandings.

11.4 If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

11.5 StaffHub's failure to enforce any provision of this Agreement shall not constitute a waiver of that provision.